UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 25, 2006
WALKER FINANCIAL CORPORATION
----------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-5418 13-2637172
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
990 Stewart Avenue - Suite 650, Garden City, New York 11530
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (516) 832-7000
Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On May 25, 2006, Walker Financial Corporation (the "Company") issued a
promissory note (the "Note") to an accredited investor (the "Investor") for an
aggregate principal amount of $750,000. The Note is non-interest bearing and is
due on December 21, 2007. The obligation of the Company for payment of
principal and interest under the Note is secured by substantially all of the
Company's assets. The Company intends to use the funds for general corporate
purposes.
In connection with the Note, the Company also granted to the Investor
1,000,000 shares of unregistered, restricted common stock as an incentive for
investment (the "Incentive Shares"). The Incentive Shares shall be issued and
delivered immediately to the Investor and shall carry piggyback registration
rights. In the event the Incentive Shares are not registered in the next
registration statement, the Company shall pay to the Investor, 1,000,000
additional shares of common stock for each time a registration statement is
filed and the Incentive Shares are not included. At any time after the Closing,
the Investor is entitled to request an additional 1,225,000 shares of common
stock ("Additional Incentive Shares") from the Company, provided, however, that
the issuance of the Additional Incentive Shares does not result in the Investor
owning more than 4.99% of the Company's total common stock outstanding.
All securities were issued in reliance upon an exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D
promulgated thereunder as a transaction not involving a public offering. In
addition, the investors are accredited investors and/or qualified institutional
buyers, the investors had access to information about the company and their
investment, the investors took the securities for investment and not resale, and
the Company took appropriate measures to restrict the transfer of the
securities.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
Exhibit
Number Description
- -------------- ----------------------------------------------------------------
10.28 Promissory Note, dated May 25, 2006, issued to Dutchess Private
Equitites Fund, L.P.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WALKER FINANCIAL CORPORATION
Date: June 1, 2006 /s/Mitch Segal
-----------------------------------
Mitch Segal
Chief Executive Officer